Terms and Conditions

The following Terms and Conditions of Trade are to be read in conjunction with any agreement, quotation,
invoice or statement issued by LIQUID CATALYST Pty Ltd.

These Terms and Conditions apply to work undertaken by LIQUID CATALYST as well as any advice, products or
services provided or supplied by LIQUID CATALYST.

If you have any enquiries regarding any of the underlying terms, please do not hesitate to contact us directly

1. Terms of any agreement

For the purposes of these Terms and Conditions:
a) “LIQUID CATALYST” means LIQUID CATALYST Pty Ltd (46 167 271 463)

b) The “Client” means the person, company, trust or business entity which has engaged LIQUID
CATALYST to provide advice, products or services.

c) These terms are incorporated into any invoice, quote, statement, variation, contract, email
or similar agreement supplied by LIQUID CATALYST to the Client.

d) These terms and conditions supersede any other agreements, arrangements, or
understandings whether written or oral.

e) These terms and conditions supersede any conditions contained in a Client-generated order
unless LIQUID CATALYST has expressly agreed in writing by initialling each such requested Client Term(s).

f) No variation waiver, or cancellation of the Agreement will be effective unless signed in
writing by each party and any failure by LIQUID CATALYST to enforce any clause of this Agreement will not be
construed as a waiver of LIQUID CATALYST’s rights under this agreement.


Unless otherwise agreed in writing, any quotation provided either verbally or in writing by LIQUID CATALYST
may be accepted by the Client up to 30 days from the quotation date, after which LIQUID CATALYST reserves
the right to amend or withdraw such quotation without notice.


The Client acknowledges and agrees that if LIQUID CATALYST requires financial information about the Client
for any credit application which attracts the operation of the Privacy Act 1988 (CTH) LIQUID CATALYST may:

a) Disclose and collect commercial credit information about the Client, and if the Client is a
company, about its directors and officers provided to LIQUID CATALYST in an order or a credit application or
for determining credit worthiness.

b) Disclose certain personal information to a credit reporting agency for the purpose of
obtaining and maintaining a credit information file.

c) Disclose certain personal information to a credit provider other than LIQUID CATALYST or to
a credit reporting agency, for the purpose of collecting outstanding amounts owed by the Client to LIQUID


The Client must:

a) Provide LIQUID CATALYST with such information and assistance necessary to enable LIQUID
CATALYST to provide the Products or Services

b) Cooperate with LIQUID CATALYST and act reasonably in connection with any agreement and
the provision of the Products or Services

c) Unless otherwise advised in writing, provide all logos, written material, photographs and
other products in a relevant format and timely manner


a) Subject to the Client paying the Fees in accordance with the Agreement, LIQUID CATALYST
will provide the Products to the Client within the estimated time frames nominated from time to time, and
such estimated times will be confirmed in writing by the Production Team as required.

b) Work or calculation of such estimated time frames will not commence until agreed deposit
payments are cleared in LIQUID CATALYST’s bank account.

c) LIQUID CATALYST will not be responsible for any delay in providing the Products to the Client
in the Estimated Time Frames where, at the discretion of LIQUID CATALYST, the Client has not reasonably
complied with its responsibilities under Clause 4.


a) Where a Client engages LIQUID CATALYST to provide any advice, products, materials or
services for payment of any fee then such advice, products, materials or services remain the exclusive property
of LIQUID CATALYST until paid in full.

b) Subject to the Client paying all of the fees in accordance with any signed Agreement, and to
the restrictions contained in the general Terms and Conditions, LIQUID CATALYST grants the Client a non-
exclusive, perpetual, license to:
(i) Install and run any Website Material provided by LIQUID CATALYST; (ii) modify any such
Website Material; (iii) make copies of any such Website Material for backup or promotional purposes.

c) The software and other technologies used to build and host any LIQUID CATALYST website
remain the exclusive property of LIQUID CATALYST and are made available only while the Client continues to
use those technologies.

d) This does not limit the Client’s right to use for any other purpose any designs, artwork, text
or any other material supplied by LIQUID CATALYST under such agreement.

e) Unless otherwise agreed in writing LIQUID CATALYST shall not be required to supply any final
strategy documents or other products or services until such time as the final payment has been received.

f) Website Clients may download and save any part of their website that is accessible without
LIQUID CATALYST’s administration access. And in doing so host these files wherever the client wishes to do so
providing final payment has been received.


All Contracts or Agreements must be completed only on documents provided by LIQUID CATALYST. Any
changed or additional items must be provided in writing, signed by the Client and a LIQUID CATALYST
representative, and must be subject to relevant clauses contained herein. All Contracts and Agreements
between LIQUID CATALYST and a Client that is a business or a proposed business are legally binding from the
time of signing and do not provide for a cooling off period.


a) Unless otherwise agreed in writing, charges for work undertaken are based on work being
carried out during “Normal Working Hours” being (0830 to 1730) Monday to Friday except for public holidays
and subject to alteration by LIQUID CATALYST.

b) The Client agrees to pay for any additional costs arising from any alteration to the above
specifications required by the Client including any interruption or delays by the Client, its employees, agents or
other representatives during the course of work performed.

c) If it becomes necessary to pay any additional allowances, other than a State or Federal
Award or amounts in excess of any current workplace agreement applicable to the type of work being
performed, these costs will be added to LIQUID CATALYST’s fee (which means all amounts payable under any

Agreement by the Client to LIQUID CATALYST for the Advice, Products and Services).

d) If LIQUID CATALYST is delayed in reaching completion of the services by the date agreed
between the parties by an event outside of its control then LIQUID CATALYST shall be entitled to a reasonable
extension of time to complete the services.

e) The Client agrees to pay for any variations to the services required by the Client that are not
included on the original agreement.


The Client shall:
(i) Advise LIQUID CATALYST of the existence of any authority, agreement or arrangement that the
Client has with any other party that may limit or impact on any advice, design work or supply of other
products or services. This shall include but is not limited to any authority to use brand names or other
intellectual property of any party.
(ii) Ensure that any premises or locations where LIQUID CATALYST representatives must attend on
behalf of the Client will at all times be a safe working environment and (without limitation) will not
contain asbestos or similar hazards.


The Client understands and acknowledges that LIQUID CATALYST has a one-change policy, whereby the Client
is permitted one change during the production process prior to client approval and sign-off. This policy is
based on LIQUID CATALYST completing the required tasks in the Clients first change request made in writing; if
LIQUID CATALYST does not complete the required changes then LIQUID CATALYST will continue work until the
initial change as agreed to in writing has been completed.
LIQUID CATALYST reserves the right to invoice the Client for any changes exceeding this policy, which will
be payable with a deposit of at least 50% of the total cost including GST with the remaining amount payable
on completion. The deposit must be receive and processed by LIQUID CATALYST Accounts before work can

Once LIQUID CATALYST has received written approval, any requested changes will be payable by invoice.
The One Change Policy applies to all LIQUID CATALYST products and services.


The Client warrants that:

a) All information provided to LIQUID CATALYST by the Client or on the Client’s behalf is
accurate and is not misleading, whether by omission of information or otherwise;

b) The use of the Client Data by LIQUID CATALYST in accordance with any Agreement will not
infringe the Intellectual Property Rights of any third party;

c) The Client has not withheld from LIQUID CATALYST any information, document, or other fact
or material that may be relevant to the decision by LIQUID CATALYST to enter into any Agreement; and

d) The Client did not rely on any other representation made at any time to the Client by LIQUID
CATALYST or any related body that is not included in writing in such Agreement.

e) The Client will not engage for work, or agree to work, with one of LIQUID CATALYST's
employees or contractors for a period of 2 years.


LIQUID CATALYST advises and the Client accepts that, unless otherwise stated in writing:

a) Work “completion” is defined as such time as the Client advises in writing that they have
accepted the work produced by LIQUID CATALYST;

b) A final invoice will be issued on completion of each individual project;

c) Unless on an agreed Payment Plan the full payment must be received for each completed
work before such work is released to Client;

d) unless purchased in Client name initially, all Domain names for mini sites are owned by
LIQUID CATALYST and ownership of such domain names may be transferred to clients if required on the
payment of $90.00 + GST registration plus $180.00 + GST transfer fee;

e) LIQUID CATALYST cannot guarantee specific enquiry or business outcomes from advertising
or marketing activities;

f) The Client is aware that once websites and mini sites are completed, search engines may
take from two week to 15 weeks or longer to commence ranking those sites;

g) Search engines advise that no company, including LIQUID CATALYST, can guarantee that a
website or mini sites will rank on the first page of the search engines results so LIQUID CATALYST does not
make that guarantee.

h) Public Relations is not a controlled medium. LIQUID CATALYST does not guarantee the
performance of any PR actions including media coverage, accuracy of message communicated and context of
message published.

i) If a client registers their own domain names, LIQUID CATALYST accepts no responsibility for
the correct setup of the domain name, any resulting malfunctions of the site, or possible impacts on the
business if the domain names are not renewed on time each year. Such client is responsible for any additional
charges to arrange the correct setup.

j) If the client is supplying information to be uploaded on the website, LIQUID CATALYST offers
20 pages of free content uploading (text based pages with minimal images). Any additional pages will be
charged separately. If LIQUID CATALYST has been engaged to write content, all LIQUID CATALYST produced
content will be uploaded under the original website design and development fee.

k) Website hosting must be paid once a website becomes live or displayed on a domain outside
of the “.loginwindow.com” platform. If hosting is not paid, the website may temporarily lose functionality and
content until hosting is renewed.

l) If the Client's website has not been developed by LIQUID CATALYST, the Client is responsible
for completing any and all website amendments recommend by LIQUID CATALYST. If the Client does not
complete the recommended amendments in a timely manner, then any performance guarantee would
become void.

m) LIQUID CATALYST will not be held liable for the introduction of new search results ranking
algorithms or any changes made to existing search results ranking algorithms as released by Google or any
other entity that affects the performance of any Search Engine Socialisation, Search Engine Optimisation,
Ongoing Content Management campaign or any other online marketing products and services.

n) By accepting or signing any LIQUID CATALYST marketing contract or agreement, the Client
understands that keywords used in Search Engine Socialisation, Search Engine Optimisation and other online
marketing services are not exclusive and that LIQUID CATALYST reserves the right to simultaneously manage
campaigns for different Clients using the same or similar keywords

o) Unless otherwise discussed and agreed upon with a LIQUID CATALYST staff member, LIQUID
CATALYST will dispose of the raw footage used in video productions after six months from producing the

p) LIQUID CATALYST is not a Human Resources consultant and will act under your instruction in
compiling induction packs; work place health and safety manuals and any other HR related product or services.
Any policies written for HR related service act as a basic template and may need to be reviewed by a lawyer or
HR specialist in the Client’s industry / sector and that it is the Client’s responsibility to continuously update HR
documentation so it accurately reflect the workplace is compliant with industry regulations. LIQUID CATALYST
will not be held liable for any losses, damages, injury or death associated with the workplace health and safety
manual, staff induction pack or any other HR related service.

13. FEES

13.1 Fees and Expenses

The Client agrees that work will not commence on any project until relevant deposits or other agreed
payments are made and agreed Estimated Time Frames commence from that time. Unless on a Payment
Plan, on completion of each separate project the Client must pay the fees, and where applicable, the agreed
expenses to LIQUID CATALYST within 14 days of receiving the invoice.

13.2 GST and other amounts

a) In this Clause. Terms used that are not defined have the meaning given in the A New Tax
System (Goods and Products Tax) Act 1999 (Cth);

b) Unless otherwise expressly stated, the fees are exclusive of GST, other taxes, duties and
charges imposed or levied in Australia or overseas in connection with this Agreement, such amounts being
payable by the Client;

c) If GST is payable in respect of any Fees, then the amounts charged pursuant to this
Agreement are to be increased so that LIQUID CATALYST retains an amount equal to the original fee after
payment of the GST.


a) These terms and conditions shall, so far as possible, be interpreted and construed so as not
to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or
construction is held to be illegal, invalid or unenforceable:
(i) that provision shall, so far as possible, be read down to the extent that it may be necessary to
ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to
give it a valid operation; or
(ii) if the provision or part of it cannot effectively be read down, that provision or part of it shall be
deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be
affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceability.


a) All quotations are exclusive of GST. Such GST will have the meaning of a tax, impost or duty
on goods, services or other things introduced by a Government Authority either before, on, or after the
quotation has been given.

b) Quotations may not include any incidental charges that Client may not have been made
aware by LIQUID CATALYST and or by a LIQUID CATALYST representative.


a) The person (the “Guarantor”) who undersigned the purchase Agreement on behalf of the
Client guarantees to LIQUID CATALYST that he or she will do everything that the Client is required to do under
these Trading Terms.

b) The Guarantor will separately continually indemnify LIQUID CATALYST against any loss and
damage that LIQUID CATALYST suffers because the Client fails to comply with the Trading Terms.

c) The Guarantor is jointly or severally liable to perform the terms contained herein with the
Client. LIQUID CATALYST is entitled to enforce these Trading Terms against the Guarantor solely due to the
Client’s breach of any terms herein.


a) The Client, Directors of the Client and Guarantors jointly and severally provide irrevocable
guarantees that the Client will fully satisfy its obligations pursuant to this Agreement.

b) That the said Client, Directors and Guarantors provide equitable security over any and all real
property in their possession either now or any time in the future including (but not limited to) any property,
undertaking or rights held as trustee.

c) The Client, Directors of the Client and Guarantors provide a caveatable interest over any real
property held by said persons or parties (including by way of joint tenancy) either now or in the future as
security for any monies owing under this agreement plus all of LIQUID CATALYST’s indemnity legal costs.


a) The Client irrevocably appoints LIQUID CATALYST and each and every one of LIQUID
CATALYST’s directors to be the true and lawful attorney of the Client to act at any time after the Client
breaches any terms herein. The attorney is empowered (but not limited):

(i) To do all things which the Client is required to do under these Trading Terms; and (ii) to execute
and register (if necessary) any document to affect a bill of sale or mortgage, over the Client’s assets or
properties for the amount of debt owing.

b) The Client acknowledges and agrees that whilst there is any alleged monies owing to LIQUID
CATALYST, LIQUID CATALYST may register a caveat over any real property held by the Client until the monies
are paid, or until the Court so orders.


19.1 Client Right to Terminate

In signing any agreement for advice, products or services the Client agrees that there is no cooling off period
and for this purpose they are not a Consumer under the Consumer Act 2011 and LIQUID CATALYST is not
required to provide cooling off documentation. Without limiting the generality of any other clause in this
agreement, the Client may terminate this Agreement immediately by notice in writing if:

a) LIQUID CATALYST is in breach of any term of this Agreement and such breach is not
remedied within 30 days of receipt of written notice of breach from the Client;

b) LIQUID CATALYST becomes or resolves to become subject to any form of insolvency
administration; or

c) Otherwise by giving LIQUID CATALYST 60 days’ notice in writing and by paying all outstanding
Fees and other amounts owing and all Fees and other amounts that will become owing up to and including the
termination date.
If a valid notice to terminate is given by the Client in accordance with this clause, including the payment of all
fees and charges, the Client is regarded as discharged from any further obligations under such Agreement and
may pursue any additional or alternative remedies provided by law.

19.2 LIQUID CATALYST’s Right to Terminate

a) At its sole discretion LIQUID CATALYST Head Office may cancel any agreement to supply
advice, products or services without cost or penalty to either party if LIQUID CATALYST deems any agreed costs
or changed terms and conditions contained in such agreement are not acceptable.

b) Any cancellation by LIQUID CATALYST in these circumstances will be notified to the client in
writing within seven days of receipt of the signed Agreement at LIQUID CATALYST Head Office.

c) In such circumstances any deposits, fees or charges paid by the Client will be refunded in full.

d) Without limiting the generality of any other clause in any agreement, LIQUID CATALYST may
terminate any Agreement immediately by notice in writing if the Client:

(i) is in breach of any term of that Agreement and such breach is not remedied within 30 days’ notice of breach

(ii) becomes, or resolves to become, subject to any form of insolvency administration;

(iii) If a partnership, dissolves or resolves to dissolve;

(iv) If a natural person dies; or

(v) ceases to conduct its business in the normal manner or in any event, upon 60 days’ notice in writing.


a) Once LIQUID CATALYST posts, faxes or emails an invoice or statement to a Client the Client
agrees that you have received it.

b) If you do not provide written notice to us of any objection or complaint within seven (7) days
of this receipt, then you agree that:

(i) The amount is owing, and

(ii) The amount on the statement is accurate;

(iii) The onus will be on the Client to prove otherwise thereafter;

(iv) If you do wish to make any counterclaim, or set-off against us, then you agree and undertake to pay the
amount claimed on all outstanding invoices owed to us in full, before:
1. You make any such claim; and
2. Raise any dispute to a demand served pursuant to section 459E of the Corporations Act 2001.


In the event of the Client’s refusal to accept a product or other ways defaults, LIQUID CATALYST at its
discretion and option shall be entitled to retain all monies paid by the Client on accounts as liquidated

a) If the Client fails to make any payments when due, or if there is a breach of any covenant or
agreement by the Client, or if LIQUID CATALYST deems itself insecure, then the Client shall be deemed in
default and LIQUID CATALYST shall have, at its option, the right to take immediate possession of the goods,
and or declare all unpaid amounts immediately due and payable and or suspend delivery of any products or
service to the Client and to withdraw any such products or services already provided under the Agreement.

b) LIQUID CATALYST shall be entitled to settle for any amount owed by the Client or any of the
Client’s related entities against any amount payable to LIQUID CATALYST in connection with any unpaid
monies due to LIQUID CATALYST.

c) A waiver by LIQUID CATALYST of any breach or default shall not constitute a waiver of any
subsequent breach or default.


These Terms and Conditions shall be deemed binding on the Client by its purchase of the advice, products or
services from LIQUID CATALYST.


LIQUID CATALYST will commence work once the full deposit has been received or a debit authority has been
signed, whichever happens first.

23.1 Standard Payment Terms

a) In the case where a discount, the discount only applies if all payments are received on time
as agreed in the marketing contract

b) If the agreed terms are not meet, LIQUID CATALYST reserves the right to revoke the discount
and request the total value of the marketing contract. LIQUID CATALYST may also cancel the payment terms
and demand full payout of the marketing contract.

c) There is a 10% flat interest charge on the total amount to be paid over terms no matter what
period of time is involved.

d) Payment must be received within 10 days of signing the marketing contract, except where
marked differently by a LIQUID CATALYST representative.

e) Success.

f) Discounts are not available for printing, manufacturing, media buying, distribution, Adwords,
trademark application, company registrations, smart number auction and purchase and any other product or
service that LIQUID CATALYST outsources on the Client’s behalf.

23.2 Payment Plan

a) The Client agrees to pay equal weekly payments on time as agreed in the marketing contract

b) The Client agrees to pay the full deposit or deposit instalments on time as agreed in the
marketing contract

c) If the Client falls outside of the agreed terms of the payment plan, LIQUID CATALYST reserves
the right to request the total value of the marketing contract

d) Payment must be received within 10 days of signing the marketing contract, except where
marked differently by a LIQUID CATALYST representative.

e) If the contract is paid-out in full within the first 30 days of signing, then the 30% discount

f) Payment is accepted by Direct Debit authority only using the Client’s bank account or credit

g) Payment plans are not available for printing, manufacturing, media buying, distribution,
Adwords, trademark application, company registrations, smart number auction and purchase and any other
product or service that LIQUID CATALYST outsources on the Client’s behalf.

h) Payment plans may not be used for marketing contracts with a value less than $10,000.00

Acceptable forms of payment include cash, cheque, credit card or direct debit through Debit

23.3 Supply of Goods

Notwithstanding any other terms and conditions outlined herein if the Client enters into a Terms Agreement
then all advice, products and services may be provided to the Client before the final payment is
received. LIQUID CATALYST reserves the right to withdraw all or any products or services at LIQUID CATALYST’s
own discretion should the Client not comply with the conditions of the Terms Agreement.

23.4 Payment Warranties

The Client warrants that:

a) The Client agrees to pay LIQUID CATALYST the fees specified in this Agreement within set
terms of the date of invoice without set-off, deduction or discount of any kind. Unless otherwise agreed to by
LIQUID CATALYST in writing, all amounts payable hereunder shall be due to LIQUID CATALYST within seven (7)
days of the invoice date.

b) LIQUID CATALYST reserves the right to issue progress invoices for materials and/or labour
expended on work in progress and to place into bond any products or materials which cannot be accepted for
delivery to Client and invoice the full value thereof.

c) LIQUID CATALYST shall have the right to issue a notice of default, requesting the Client to pay
the amount of any fee within the time specified in the notice. The Client will be required to pay LIQUID
CATALYST the fees due upon receipt of this notice and pay all reasonable expenses, including legal costs
incurred in the enforcement of the notice of default.

d) Payment of fees is a fundamental term of this Agreement and to the maximum extent
permitted by law, LIQUID CATALYST will have no liability to the Client for acts or omissions or work required to
be undertaken by LIQUID CATALYST if the circumstance or event which would otherwise give rise to liability
occurs at a time when the Client is in breach of payment obligations to LIQUID CATALYST.

e) Process.

f) Adequate funds will be available to meet any payment/s authorised in any agreement.

g) Client will not withdraw such payment authority without the express written agreement of

h) Should funds not be available at the scheduled time of payment Client agrees to pay any fees
of charges incurred by LIQUID CATALYST in relation to such non-payment.

i) In the event of any dispute all agreed fees, expenses and payments as detailed in the
agreement will be paid in full before any action is taken in any other forum and such agreed fees, expenses
and payments will not be withheld for any reason.

j) In the event of non-payment of agreed fees and charges by the due date, by giving notice in
writing of seven days LIQUID CATALYST at its sole discretion may apply a compounding interest rate of 2% per
month on all outstanding amounts.

k) Such interest will apply from the end of such seven days’ notice in writing.

l) LIQUID CATALYST will issue tax invoices as works are completed of progress payments are
scheduled to be made.

m) If a Client requires additional copies of invoices or a reconciliation of payments made an
administration fee of $250.00 + GST will apply in each instance.

n) In the event that Client fails to meet the agreed payment terms Client will be responsible to
pay all of the debt recovery costs of LIQUID CATALYST as detailed below:
a. Serving a Statutory Declaration $800.00 + GST
b. Sending a Letter of Demand $150.00 + GST
c. Commencing court proceedings $750.00 + GST
d. Entering a default judgement $750.00 + GST

o) In the event of Client unsuccessfully disputing the debt then Client will indemnify LIQUID
CATALYST against all costs and fees which are to be set at the rates applied by the Supreme Court of

p) The Client agrees to deliver written notice of any error in any invoice or statement of account
to LIQUID CATALYST within three (3) days after the day that the invoice or statement of account is dated. The
invoice or statement of account shall be deemed to be correct and accepted as rendered, unless LIQUID
CATALYST has received the Client’s written notice to the contrary within the above time period.

q) Adwords management fee is 20% of the total monthly spend with Google

r) Once a job has written approval from the client, future revisions and amendments will be
undertaken on a fee for service basis.

The Client agrees that it must pay all outstanding invoices before commencing any legal


24.1 Exclusion of Liability

a) To the maximum extent permitted by law, LIQUID CATALYST will not be liable for any
ordinary, incidental, consequential or special loss or damage (including but not limited to loss of profits, loss of
data and loss of personnel) arising out of any Agreement or the use of the Products even if appraised of the
likelihood of such loss or damage occurring.

b) The liability of LIQUID CATALYST for any of the matters referred to in these Terms and
Conditions shall be limited to the lesser of:
a. The minimum required by The Trade Practices Act (Cth) 1974; or b. $100.00 (one hundred

This limitation of liability applies:

(i) To any personal injury, or loss of, damage to, or delay in relation to any goods or in relation to any services
provided under any circumstances whatsoever;

(ii) To any negligent or wrongful act or deliberate act or default on the part of contractors of LIQUID CATALYST,
its agents, servants or subcontractors;

(iii)To any mis-delivery, delay or non-delivery (whether any specific time for delivery has been agreed or not);

(iv)To any breach of contract or tortious duty;

(v)To any consequential loss for whatever reason and under any circumstances;

(vi)For any failure or delay in performance hereunder due in whole or in part to strikes, work stoppages, fire,
acts of terrorism, accidents, wars, rebellions, civil commotion, public strife, acts of any government, whether
legal or otherwise, acts of public enemies, forces majeure, or qualified labour, or any other causes beyond the
reasonable control of LIQUID CATALYST;

(vii) For any delays or inabilities to obtain product because of the actions of a supplier to LIQUID CATALYST.

c) On entering into this contract, the Client does so not only on behalf of the business but also
as a personal guarantee to abide by all aspects of the Agreement

d) The Client shall defend, indemnify and hold harmless LIQUID CATALYST from and against all
claims, costs and demands whatsoever and by whosoever made in relation to or arising out of the goods and
services provided, in excess of the liability of LIQUID CATALYST under the terms of these conditions and
without prejudice to the generality of this clause, this indemnity shall cover all product failures, claims, costs
and demands arising from or in connection with the negligence or wrongful or deliberate acts of LIQUID
CATALYST, its contractors, servants, sub–contractors and agents.

e) In the event of the Client having any claim regarding the quality or supply of advice, products
or services by LIQUID CATALYST the Client will pursue those rights exclusively through available legal channels
and will not engage in any public act or generate or add comment in any public forum that will harm the
business of LIQUID CATALYST or any of its operations.

f) Subject to any Commonwealth or State law that limits LIQUID CATALYST’s right to restrict its
liability or implies any warranty or condition or imposes any obligation upon LIQUID CATALYST which cannot
be excluded, restricted or modified, and to the extent that LIQUID CATALYST may limit its liability under such
law, LIQUID CATALYST’s liability for breach of any such warranty, condition or obligation will be limited, at its
option, to:

(i) the redelivery of the Products;
(ii) the repair of the Products to render it compliant with the specifications; or
(iii) the refunding of Fees paid in respect of the Products giving rise to the liability

g) When a client engages LIQUID CATALYST for supply of services, LIQUID CATALYST is given
authority to act as the client’s legal agent, unless otherwise stated, for services including, business name
registration, company name registration, trade marking, drafting contracts or agreements, creating licensing
packages, franchise packages, domain registry and any other service signed under a service contract. LIQUID
CATALYST is not a law firm and cannot provide legal advice and will not be held liable for damages if the client
understands and acts on any information provided as legal advice. LIQUID CATALYST does not guarantee any
outcomes and will not be held liable when acting as a legal agent

24.2 Survival of Clause

The provisions of this clause (23) shall survive the termination of the Agreement.

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